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OneWest Bank in $3.4 Billion Sale to CIT Group

July 22, 2014

Cleary Gottlieb is representing IMB HoldCo, the parent of OneWest Bank, in connection with its sale to CIT Group Inc., a leading provider of commercial lending and leasing services.

OneWest Bank is a privately owned regional bank formed in 2009 that operates 73 retail branches in Southern California, with approximately $23 billion in assets, including commercial and residential mortgage loans, and $15 billion in deposits. Following the close of the transaction, CIT Bank, CIT’s banking subsidiary, will merge with OneWest Bank under the “CIT Bank” name and CIT will have assets of $67 billion and $28 billion in deposits.

Under the terms of the agreement, IMB Holdco shareholders will receive $2.0 billion in cash and 31.3 million shares of CIT common stock currently valued at $1.4 billion assuming a CIT stock price of $44.33. The deal was announced on July 22, 2014 and, subject to receipt of regulatory approvals, is expected to close in the first half of 2015.

Cleary Gottlieb previously represented the IMB Holdco shareholders in connection with their acquisition of the banking operations of IndyMac Federal Bank from the Federal Deposit Insurance Corporation as receiver to form One West Bank, and in connection with One West Bank’s subsequent acquisitions from the FDIC of the operations of La Jolla Bank and First Federal Bank of California.